AMENDMENT NO. 2 TO GUARANTEEGuarantee • May 18th, 2011 • Rae Systems Inc • Measuring & controlling devices, nec
This Amendment No. 2 (this “Amendment No. 2”), dated as of May 17, 2011, to that certain Guarantee dated as of January 18, 2011 (the “Original Guarantee”), as amended by Amendment No. 1 dated as of April 3, 2011 (“Amendment No. 1,” and collectively with the Original Guarantee, the “Guarantee”), is entered into by Vector Capital IV, L.P. (“VCIV”) and Vector Capital III, L.P. (“VCIII,” and each of VCIII and VCIV, a “Guarantor” and collectively VCIII and VCIV, the “Guarantors”) in favor of RAE Systems Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 18th, 2011 • Rae Systems Inc • Measuring & controlling devices, nec
This Amendment No. 2 (this “Amendment No. 2”) to that certain Agreement and Plan of Merger, dated as of January 18, 2011 (the “Original Merger Agreement”), as amended by Amendment No. 1 dated as of April 3, 2011 (“Amendment No. 1,” and collectively with the Original Merger Agreement, the “Merger Agreement”), by and among Ray Holding Corporation, a Delaware corporation (“Parent”); Ray Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Rae Systems Inc., a Delaware corporation (the “Company”), is made and entered into as of May 17, 2011 by and among Parent, Merger Sub and the Company. All capitalized terms that are used in this Amendment No. 2 but not defined in this Amendment No. 2 shall have the respective meanings ascribed thereto in the Merger Agreement.
CONSENT AND AGREEMENTConsent and Agreement • May 18th, 2011 • Rae Systems Inc • Measuring & controlling devices, nec • Delaware
THIS CONSENT AND AGREEMENT (“Agreement”) is entered into as of May 17, 2011, by and between Ray Holding Corporation, a Delaware corporation (“Parent”) and __________ (“Stockholder”).
